Enemies or Allies
by ShadowoftheStory
Summary: After the events ending Season 2 Cinder Fall and her team begins to grow closer to the students of Beacon. However one of them may be running the risk of growing too close. (T for now, possibly M later on)
1. The New Plan

Cinder Fall sat on the desk in her dorm room, casually glancing at her underlings. Emerald Sustrai, on her left, leaned against the bunk bed. Her pale green hair framing a mildly disinterested face. Mercury Black was lying on the bottom bunk, his hands folded behind his head. Neopolitan, lastly, was standing in front of Cinder, her smirk aimed at whoever looked at her.

The four of them were dressed in school uniforms, as it made for hiding in plain sight that much easier. This was not a calm night for any of them, with the possible exception of Neo, who seemed nonplussed by most of life's problems. Roman Torchwick had been taken into custody only a few days ago. Even though they knew he would never sell them out, it gave a sudden gravity to their situation.

"Look, as it stands, I'm all for laying low. Anyone else?" Mercury declared, the silence in the room making him tense. "They know he didn't act alone, and they're gonna be looking at everyone extra closely."

"Mercury." Cinder purred. The rest of the team immediately focused on her. "We are not equals. I ask. You obey. While I'm open to ideas, I will never be open to cowardice." Emerald watched her stroll over and quickly gave her plenty of space. "Now, are you going to be a coward, Mercury?"

He looked up just as her yellow eyes began to glow and immediately flinched at the sight of it. "No." He muttered simply. He flinched a second time as her hand reached down to ruffle his hair.

"Good." She murmured, walking back to the desk. "That said, I think our best option is to blend in." She quickly cast a glance at Neo, her blank expression darkening. "Some of us will be better off unseen." Neo let out a silent chuckle before snapping off a salute and nod.

"How are we going to explain why we only have three people then?" Emerald finally spoke up. "If we're trying to not draw attention to ourselves, we need a full team." She nervously uncrossed and re-crossed her arms when she saw Cinder staring right at her.

"All true. All very true." Cinder said, walking over to Emerald. "However, what can you do if one of your own falls ill?" She glanced over at Neo, who made a show of raising her hand to her forehead and fainted onto one of the two single mattresses. "Poor thing can't even take notes, let alone walk around with the rest of us."

"Okay, as long as we have a cover story. I'm still concerned about long term though." Emerald conceded, glancing over at Neo, if only so she didn't have to look up at Cinder. "Mercury, think you can remember that?"

"She's sick, its not rocket science." He called out from the bed. "Still that doesn't solve our main problem. What are we doing now?"

"You'll know when I tell you." Cinder said. "Trust me."

* * *

Weiss Schnee sat at her desk furiously scribbling notes, but then most would say Weiss does most things furiously. She made sure to take the notes she wrote in class, which were essentially a very truncated shorthand, into a more detailed and thorough account of the topics discussed. This wasn't necessary for her to do, she knew her shorthand, but the act of focusing on her notes, even for transcribing long form copies helped her learn the material that much quicker. At least, it would've been quicker if her teammate and leader wasn't pestering her with questions.

"Hey Weiss, what's the answer to number 3? You're doing history, right? It's already night, why do you still have your hair up? Can I copy your notes? Do we have a test tomorrow?" Ruby asked, in an almost non-stop torrent of interruptions. "Hey Weiss?"

"What?!" Weiss finally shouted. "What do you want?!"

Her sudden outburst sent Ruby jumping back a step or two. "I was gonna see if there were any snacks left in the cafeteria. Could you spare me a few? I promise to pay you back. I promise!"

"Fine!" Weiss exclaimed. She reached into the pocket of her skirt and fished out some money for Ruby, who eagerly had her hands out. "Now, by giving you this lien, which you will pay back! I expect you to remain out of the room for no less than thirty minutes. Is that clear?" Ruby quickly nodded, snatched the money, and was a blur as she raced out the door and down the hall. For good measure Weiss glanced at the clock, just to make sure the red-headed dunce stood by her word.

With the only other person in the room, Blake Belladonna, deeply involved in a book of her own choosing, Weiss had the peace and quiet that she so desperately desired. For only a few short, precious minutes.

"Hey everyone! Did you miss me?" Yang called out as she barged into the room. "Admit it, you missed me." She teased Blake, who simply held the book closer to her face. "Aww, no fun. Hey Weiss."

"You've got to be kidding me." Weiss growled through clenched teeth. "I just got rid of your sister, and now-"

"You really need to calm down." Yang said walking up behind the frustrated heiress. She quickly and insistently placed her hands on the woman's shoulders and gently started massaging her. "You can't keep yourself wound up like this."

"Don't! Don't… make this about… me…" Weiss groaned as Yang's fingers pressed against her back, somehow melting the tension she'd built up over the week. "Yang…"

"Yeah, Princess?" Yang whispered, knowing well enough by now just how to calm down an angry Ice Queen.

"Don't… call me that…" Weiss said, leaning back into Yang's capable hands. "I need to study… and… and… I can't with you behind me like this…" As if to show her point, she slumped forward and scribbled out something illegible on a blank sheet of paper.

"C'mon Weiss, just relax." Yang teased. "You're gonna do great. You always do." She pressed a little harder, working from the girl's shoulders and towards her back. "Now take a deep breathe, and let out all of that tension."

"You can't just… can't just… God… this feels good." Weiss muttered, putting up only a token resistance. "I need to… study… please…" She let out a small whimper when the blonde granted her request. "Thank you Yang, I do appreciate the gesture. It has seemed to help."

"Hey, anything for a friend."


	2. The Library

"I hate the library. I'm certain I've made this clear." Mercury said, following closely behind Emerald. "I mean, talk about stodgy, that word is all you need to describe a library."

"You know," Emerald muttered in a low voice. "You don't have to follow me. You don't have to be anywhere near me. At no point did anyone tell you to set foot in a library. So please, before I lose my temper, stop talking about your lifelong hatred of libraries." To further illustrate her point she made a point to shut the door behind her, leaving Mercury very purposefully outside.

Cinder's plan didn't require Emerald to be in the library, but her sanity demanded it. Mercury could either be in perfect sync with her, or an utter nuisance, but never anything in between. Today unfortunately, he was being a nuisance.

She quickly took in the sight of this expansive archive. The ceilings were high vaulted, intricately etched, and probably worth a fortune. The bookshelves were made of dense, dark wood, also remarkably pricey. Several of the older tomes just reeked of age. Books that would've cost her a fortune to find were now at her fingertips, some were even first editions. As much as she immediately felt a deep reverence for this room, she also resented the students at this school. As great as this place was, only a small fraction of these students would ever truly appreciate it.

She turned the corner only to find a group of students playing a board game. A board game! She was trying to bite back her anger when she recognized two of the participants. The first, though nameless to Emerald, was the clueless red-head they'd literally bumped into days prior. The thought of such a person using such an amazing and pristine room for simple childish games seemed too perfect a slap in her face. The second person she recognized was really the only thing to blunt her temper. Weiss Schnee, heiress to the Schnee Dust Company, was sitting down with this group. Though to her credit, she didn't seem to be the most willing of participants.

The Schnee name was synonymous with prestige, elegance, and some less than stellar practices against the Faunus populace. She'd heard rumors that a Schnee had been enrolled in the academy, but had chalked it up to idle city gossip about some twice removed in-law. Staring at the very proof had left her stunned in silence. Right there, less than twenty feet away, was the heir to one of the most wealthy and well-known companies in the world.

She suddenly realized she was starring, and backed up behind the bookshelf. Immediately she knew she needed to get close to this woman. Right now, all Cinder wanted them to do was blend in, make friends, and what was better than a friend with money and power? Against her better judgment she peeked around the corner to get another look at the heiress. She caught sight Weiss giving the rest of the group a quiet good bye as they packed up the game and left. Not her though, she was now thoroughly focused on a book that had been on the table next to her.

"Excuse me. What are you doing?" A voice came from behind her. Emerald immediately spun around, trying not to make any noise. She stood face to face with an incredibly pale student, her long black hair adorned with a large black bow.

"S-sorry." Emerald muttered. She stared at the girl in bewilderment. People didn't escape her notice, and they certainly never were able to sneak up behind her. Whoever this person was, she was not to be taken lightly. "I'm new here. Is that… is that Weiss Schnee?" She asked, deciding to play up her nervousness rather than fight it at this point. The pale girl stood in silence, her arms crossed over her chest. "R-right, sorry. Where are my manners? My name is Em-"

"Why does it matter if she's Weiss Schnee?" She interrupted.

"-erald… I just… I've never seen…" Emerald tried to gauge the students demeanor, but she was unreadable. A fact that proved to be another concern for her. "I didn't mean to pry. I'm from Atlas. Her family is really important to everyone over there."

"I'd imagine it would be. The name is Blake, by the way." Blake said, letting a bitter frown pass over her face.

"Hey Blake, what're you doing over here?" The red-headed klutz called out. "Oh, we meet again… you."

"Yes. My name is Em-"

"You actually know her?" Blake asked incredulously.

"-erald… Could you… not do that please?" Emerald finished.

"Well kinda yes, and kinda no. We never said our names really." She quickly turned to face Emerald, who took a small step backward. She tried to subtly check if Weiss was able to hear any of this, unfortunately she couldn't see anything without making her intent obvious. "My name is Ruby Rose, and this is Blake Belladonna"

"And my name is Emerald." She glanced over at Blake, half expecting her to interrupt again. "Sustrai. Emerald Sustrai. I'm glad to know your names. I was curious though, who is she?" Emerald asked, pointing through the bookcase towards where she assumed Weiss was still sitting.

"Who?" Ruby asked, walking past Emerald to look over at the table. "Oh, that's just Weiss. Do you wanna talk to her?" Emerald immediately began shaking her head 'no', but Ruby wasn't paying attention. "Hey Weiss, someone wants to talk to you."

Emerald could practically feel her face turning red. This girl had no sense of tact at all. She started backing away quickly, too embarrassed by this turn of events to stay, when she felt herself walk into Blake. She nervously looked over her shoulder at the pale girl who was looking at her in a way that seemed to outright state that she wouldn't be able to retreat.

"What do you want? I was studying. It's bad enough I had to put it off for that game of yours." Weiss asked, paying no attention to either Emerald or Blake.

"This is Emerald. She wanted to talk to you." Ruby said, not at all noticing Weiss' bad mood. "Emerald, this is Weiss Schnee." Emerald looked over at Weiss, and the first thing that struck her was how much smaller the heiress was.

"…adorable…" Emerald murmured.

"What was that?" Weiss asked, making her realized that she'd spoken out loud.

"Uh…! Sorry, I-I was saying… your outfit is… adorable." Emerald stammered, alarmed by how her guard was down. "I'm Emerald Sustrai."

"Thank you, Emerald." Weiss said. She almost said more until she noticed a wide-eyed Ruby staring at her. "Ruby, a little privacy, please?"

"Aww, I wanted to see you make a friend." Ruby whined, glancing over at Emerald hoping to sway at least one of them. Emerald wasn't sure what to do until she heard a heavy sigh come from behind her.

"C'mon Ruby, let's give them some privacy." Blake said, grabbing Ruby's hand. Weiss and Emerald watched as Ruby tried to resist the taller woman, at points literally, dragging her from the library.

"I'm sorry about that, would you mind if we head back to the table?" The heiress asked, already walking back. Emerald quickly followed behind.

"No, please don't apologize. If anything, I'm sorry for interrupting your studying." Emerald said, taking the seat next to Weiss'.

"Well then, instead of apologizing around each other, why don't we get to the matter at hand. You wished to talk to me?" Weiss asked, directly facing Emerald. She wasn't accusing, she didn't seem to suspect anything, yet for some reason Emerald couldn't think of a thing to say. "You did want to talk to me, right?"

"Yes!" Emerald blurted out. Instantly she clamped her hands over her mouth in a panic. Thankfully aside from a few shushes her outburst didn't draw any unwanted attention. "S-sorry, I don't know why I'm so nervous."

"Well, maybe you could tell me about yourself. Where are you from?" Weiss asked, staring curiously at the green haired girl sitting next to her. She was supposed to be studying, she had her notebook and textbook open right in front of her. Yet this girl just drew her attention, and more surprising was how little she resented her for it. She'd chewed out the entirety of her team as well as other teams for far less, and yet this stuttering, blushing mess didn't even warrant an eye roll, or a not so subtle glance at her books. She wanted to hear what this girl had to say.

"I'm from Atlas. I love being in this city, and I really love this library. You are so lucky to be able to come here whenever you want." Emerald said, hoping taking her mind off of the task at hand would calm her down. "I love books, especially the classics." She glanced over to the heiress expecting her to look disinterested, or maybe impatient, but she was looking right at her. "I wanted to talk to you because…" She paused, returning Weiss' gaze before she could continue. "Because my father works for the company that does business with your family. We've been luckier than most, and it's because of your family."

"Please, you don't need to thank me for that." Weiss said.

"I feel like I have to thank someone, and then when I saw you, you just looked so…" Emerald trailed off, realizing what she'd almost said. She could feel her face turning red, and every muscle in her body was in full panic mode. She stood up, not caring how loudly the chair dragged across the ground in the process. "I-I'm sorry."

"For what it's worth," Weiss said, giving the girl pause. "I think you're… adorable, too." She quickly ducked her head, certain that she was blushing at such a statement. Emerald slowly turned to face her, her mouth forming words she wasn't able to say.

 _BLAM!_

Both Weiss and Emerald jumped at the sound of something hitting a nearby window. Hard. Emerald, almost hyperaware of her surroundings, took almost no time to find a miserable looking Mercury staring at her from outside. She quickly glanced to Weiss, hoping she hadn't seen him, but she was staring right at him.

"Who-"

"That's my partner." Emerald said, her voice carrying a sudden tension. "Mercury Black, he must've been looking for me." She looked down at the heiress, the words that Weiss had said suddenly ringing in her ears. "Sorry for his tactlessness. He just really, really hates libraries."

"Well, no one gets an ideal partner." Weiss said, for some reason trying to cheer up this almost total stranger. "Eventually you work together enough that you become ideal partners. Besides, if you ever want to spend some time in a library, I could keep you company." Weiss could feel her throat closing up by the end of that sentence. Where the hell had that come from? Regardless, she put on a friendly smile for Emerald, who was trying to do the same.

"I'll keep th-that in mind. Thank you, but I-I need to…" Emerald quickly rushed past her, faintly brushing against her as she did. She'd wanted to say more, to say anything really, but knowing that Mercury was watching her brought back all of the nervousness from earlier. Even as she exited the library though, she knew she would take her up on her offer.


	3. The Thoughts We Have

Mercury was pacing back and forth, glancing from Emerald, to the tiny day planner she had handed him. It was bound in the fur of some small animal he was certain he'd never heard of, or cared about. It cost a lot of lien, Emerald had said. She was no fool when it came to valuing goods, either. Finally he focused on the top bunk where Emerald was laying wide awake.

"So when did you manage to get your hands on this?" He asked. When she had met up with him outside, Emerald had practically thrown the little book in his face, possible damage to the lining being her excuse for not doing so. "You weren't exactly on your 'A' game."

"You will never know my 'A' game, because I could perform it right in front of you and you'd never even realize it. Part of being a thief is being an actor, getting those around you calm, comfortable, open. If I had to look like a fool to do so, then so be it." She had definitely looked like a fool, that much was true. Every time she thought about it, she could feel her face turning red. She'd somehow managed to let someone sneak up on her, and while her ego wanted it to be nothing more than careless distraction, she knew that the other girl, Blake, had genuinely snuck up on her.

Then there was the other issue, the heiress. Any thought about what had gone wrong there was met by a resounding sentiment that everything, in fact, had gone wrong. She'd played up being nervous for Blake's sake, but when she was face to face with Weiss it took a substantial amount of effort to string a couple of sentences together. Yet that didn't seem to get in the way of stealing the girl's day planner. It did make her feel surprisingly guilty. That is to say, the fact that she felt even a small amount of guilt was a surprise to her.

"It was shortly after you decided to bang on the window instead of using your scroll." Emerald said, holding her hand out for the day planner. "I mean of all the idiotic things for you to do, that definitely ranks up there. And remind me, while I was making inroads with the rich and powerful, who did you make friends with?"

"Two blondes and a brunette." Mercury said sarcastically. "That's what you'd like to hear, right?"

"Actually, no. What I'd like to hear is that you did actual work."

"Well then, that makes two of us." Cinder said as she entered the dorm. "Did you Mercury? I'd hate to be disappointed."

"I ended up talking to team CRDL for a bit, not much to work from unless you want to discuss tactics on how to fight Pyrrha Nikos. Tactics devised, I may add, by people that have no clue how to beat Pyrrha Nikos. Hopefully I can avoid them tomorrow." Mercury said. "Sadly, Emerald fared much better than me. Check out what she found." He casually tossed the little book to Cinder, who easily caught it and recognized the snowflake emblem inside the back cover.

"Schnee, hmm?" She looked up at Emerald. "I trust that she'll find it where she lost it." Emerald gave a quick nod, having already planned on returning the item. "Did we learn anything else?"

"I decided to look up the rest of her team. I'm very glad I did." Emerald said, leaning over the edge of her bed, her scroll open for them to see. "As you can see, we have Weiss Schnee, heiress to the Schnee Dust Company. Then we have her partner, Ruby Rose, the leader of team RWBY." Emerald swiped the screen so it would display Ruby's student I.D. picture. "A klutz, but she did give Roman an awful lot of trouble. I'm not sure if she's stupid, or if it's an act."

"I remember her. So adorably naïve." Cinder murmured. Ember flinched at the sound of that adjective, her mind being drawn back to Weiss.

"Anyways," She began, thankful that she didn't stutter in front of her team. Cinder would've found it suspicious, and Mercury would've mocked her till one of them died. "Ruby has a sister, Yang Xiao Long. I don't know much about her yet." Emerald was about to swipe to the last member when, without warning, Neo snatched to scroll from her hand. Mercury and Cinder watched with growing curiosity as their silent partner stared at the photo with a focused attention that she devoted to few things.

"You've met before, I take it?" Cinder asked. Neo nodded, not even bothering to look up from the screen. "She won't be a problem, will she?" Neo shook her head. "Good. Then we can move on." Her tone finally reaching Neo, who reluctantly handed the scroll back to Emerald.

"Finally we have Blake Belladonna. She is not to be taken lightly, I mean it." Emerald said, recalling those blank unreadable eyes. "She was able to sneak up on me, and she seems to play everything close to the vest."

"A serious achievement, certainly." Cinder said. "For the moment, we should focus the bulk of our efforts on team RWBY then. Oh, and Neo? As much as I know you'd like to have a rematch with the blonde, I've got a task more suited for your clandestine abilities."

* * *

Weiss laid in her bed, staring up at the bed above hers. Everyone else was already asleep, but for some reason Weiss couldn't close her eyes, let alone sleep. She kept thinking back to earlier that day, when she'd met Emerald. Finally she stood up, hoping a quick walk around the dorm would help.

As she shut the door behind her she checked her jacket to make sure her scroll was safely tucked away, just incase. If Emerald had been a student of Beacon, Weiss knew she would've looked for her in the student directory. Just out of curiosity, she told herself. She shook the thought out of her head, and started walking.

She was immediately grateful that she'd put a jacket on over her nightgown, as a strong breeze met her when she left the dormitories. She didn't have any idea of where to go, so she wandered about at random. She walked around and for the first time since enrolling in this school, she actually looked at everything around her.

Most of the buildings were fairly unremarkable in design, just large boxes really. Yet for every two that were unremarkable, she'd see something, a building, or a mural, or a statue that took her breath away. Yet it didn't take her mind off of the new acquaintance. If anything, it made her more anxious. Every corner passed or turned was a possibility to run into Emerald. Weiss shook her head, trying to rid herself of the idea of just randomly walking into the girl. She decided to head back to her dorm, where she found Yang, stretching out by the front door.

"Yang? I thought you were asleep." Weiss said, grabbing the blonde's attention. Yang glanced over before continuing her routine.

"Eh, I don't need much sleep." Yang said.

"You get plenty of it in class." Weiss commented. She smiled at the fact that Yang actually chuckled at her little joke when another thought entered her brain. "Can I ask you a question?"

"Well, I can't guarantee I'll have an answer for you, but sure. Lay it on me." Yang said, standing up and focusing solely on Weiss.

"Has… has anyone ever said 'you're adorable' before?" Weiss asked. She shut her eyes because she knew whatever face Yang was making would be too much for her to stand. "Well…?" She finally peeked only to find Yang completely red-faced. "…Yang?"

"Oh! Sorry, I was… definitely not expecting that." Yang muttered. "I mean, I've been complimented on my looks, kinda a lot. Adorable, that's definitely a new one."

"No, I'm sorry. It's just… someone said I was adorable earlier, and it felt… spectacular." Weiss said, a smile creeping on her face at the memory. A smile that fell when she saw how crestfallen Yang had become.

"Well, than makes sense." Yang said.

"Yang, I didn't mean-" She quickly reached out to the taller woman, but gave pause when she realized how much taller Yang was. Looking up at that frown on the normally carefree blonde's face, she wrapped her arms around Yang and hugged her.

"No no, walked into that one on my own." She said. Yang placed an arm around Weiss and gave her a comforting squeeze. "I mean, adorable fits you way better anyways." Weiss smiled and squeezed the taller girl a little in return.

"Thank you. You've been a great help." Weiss said. "And, people may not call you adorable, but you're beautiful. At least, as far as I'm concerned." She finally let go of Yang and heaved a deep sigh. "Wow, I think I can get some sleep, finally." She walked around Yang and opened the door. "You coming?"

"Nah, I'm probably gonna walk around. Sleep well, Princess." Yang said. She waited until Weiss shut the door before she started walking away from the building. "So, 'I'm beautiful' eh?" She let out a soft chuckle. "Princess, you really are adorable."


	4. An Ugly Lie Holds a Beautiful Dream

Yang Xiao Long was trying her best to bring this fight to an end. She and Emerald were squaring off in Combat Practice, and Yang had no intention of losing a fight, especially not with Weiss watching. The only problem was that with Emerald's aura dangerously low, she took a more evasive strategy to the fight. This wasn't going to turn the tables, but it was testing the blonde's patience.

Every other attack missed its target. She fired off a cross to the head, but Emerald ducked before jumping backwards. Yang charged at her, dropped low, and let out a flurry of jabs at the girls stomach, but Emerald tried to use the close quarters fighting to bring her blade down on the blonde. Yang blocked the attack with her gauntlets, firing a round from it in the hopes that the sudden force would disarm her, but no such luck. Then Emerald turned her second blade into a gun and went to point it at the blonde, but Yang leapt away, both her and Emerald staring each other down.

"Just throw in the towel. You know you can't win." Yang said, a cocky grin on her face. Emerald was snarling as she watched Yang.

"I'm not here to do you any favors. You need to follow through if you want to win." Emerald called back. "I'm not backing down for you or anyone else."

Yang nodded, checked her gauntlets, and charged back into the fray. Emerald had doubled down on her evasion strategy, almost none of Yang's punches were landing at this point. To make matters worse, with the fight going on this long, and no opposing force to feed her semblance, Yang was starting to feel tired. Desperately, she fired one of her gauntlets at Emerald to create some space between them so she could catch her breath.

Emerald had been waiting for this, the moment of weakness when she could strike without hesitation. She turned profile to the fighter, discreetly readying her blade for its strike. Emerald fired at Yang's feet, forcing to blonde to move towards the left. When she'd closed the distance Emerald swung the blade in her right hand, ready for victory to fall into her grasp. Her grasp, however, fell into Yang's grasp. Her hand tightening around the tan wrist, Yang broadened her smile before delivering a final punch to her opponents head. Emerald collapsed, and Yang was declared the winner.

She caught her breath as she heard many in to crowd applauding her victory, but all that mattered was how Weiss took her victory. So it was fortunate that as she made her way back into the stands, she was met by the heiress, leaping at her, and wrapping her arms around Yang's neck.

"I was so worried, I thought you were going to lose!" Weiss said, clinging tightly to Yang. "Don't scare me like that you dolt!"

"Don't be ridiculous. You know I always win when you're watching me." Yang said. "After all, I need to protect my Princess." She looked down at Weiss' blushing face, and leaned in to kiss her on the lips.

"The match is over!" Professor Goodwitch called out.

* * *

"The match is over!" Professor Goodwitch declared. "The winner is Sun Wukong!"

As the class broke out in applause, Yang was rudely woken from a very pleasant dream that she'd been having. Yet, as upset as she was that she'd been woken, she was even more upset to discover that the events in her dream were nothing but pure fantasy.

"What'd I miss?" Yang whispered to Blake, pretending to be interested in the match that she'd slept through.

"Sun beat Nora, but to be fair, I think she burned through her aura more than he damaged it." Blake said. "She definitely needs to manage it better."

"Well that's a shame." Yang said, glancing past Blake, past Ruby, and directly at Weiss. She was sitting next to a green haired girl that had only at the beginning of class introduced herself as Emerald.

It ate at her to watch Weiss fawn over this complete stranger. To watch Weiss coo and awe over her dual pistols. It was probably Emerald's combat uniform, what little of it there was. Yang knew that she sometimes rocked her cleavage spectacularly well, and she wasn't above baring a little midriff either. Emerald though, was practically in her underwear as far as Yang was concerned. If Yang dressed like that, she'd have Weiss wrapped around her finger, no doubt.

"This is what I get for playing fair." Yang muttered, turning away from the 'adorable' couple. That word, that one word plagued her mind, and only more so when staring at the woman that caused it all.

The way they talked, the way they laughed, the way they occasionally blushed and became very quiet afterwards, it all seemed designed to aggravate her. What did this green haired sleaze have that Yang lacked? Whatever it was, Yang was sure it was something she'd be able to change, because she'd be willing to change for Weiss. Not for her partner, not for her sister, only for Weiss.

Yang knew that Emerald was the girl that Weiss had been referring to the night before. Even if Weiss never said it, Yang could tell, and the fact that Yang could tell ate at her. It ate at her in a way that few things did. She shifted her gaze to Blake, who was also watching the couple, and figured she might have an ally in her partner.

"Hey, what's your take on her?" Yang whispered, nudging her head at Weiss new friend.

"There's something about her that seems… off." Blake said, pretending to focus on the professor's impromptu lesson on the importance of aura management. "I don't know what it is, but I don't think she's to be trusted." Blake glanced back to Emerald before continuing. "I want you to keep an eye on her, okay?" Yang nodded, turning her attention back to the professor.

"Now would anyone else care to spar?" Professor Goodwitch asked, adjusting her glasses more out of habit than necessity. Yang perked up, normally she would keep her feeling in check, but after the night before she feared that time had become a factor, and this was her chance. Her dream could actually be made into a reality. It was so simple, all she had to do was defeat Emerald and everything else would work out spectacularly. With a broad grin spread across her face, she raised her hand.

"I'd like to have a go!" Yang called out. She quickly stood up, and walked down to the arena before Goodwitch even acknowledged her. She was practically brimming with anticipation for her fight.

"Very well. Who do you wish to be your opponent?" Goodwitch asked. Yang grinned and pointed dramatically into the stands.

"I wanna fight Emerald Sustrai!"

* * *

"I wanna fight Emerald Sustrai!" Yang shouted, quickly grabbing Emerald's attention. Emerald glanced over at Weiss, a hopeful smile on her face as she stared at the heiress.

"I accept!" Emerald said, rising to her feet. "Wish me luck?" She quietly asked Weiss. She kept her gaze on the heiress if only so her teammates wouldn't see her blush. To her pleasant surprise Weiss, also blushing, nodded.

"If… if you'd like to go to the library tonight, I-I'd be willing to meet you there." Weiss murmured, barely able to look Emerald in the eye. Emerald quickly nodded before attempting to scurry away.

"Emerald, dear." Cinder purred as Emerald walked past her. She froze in place, trembling at the thought of what Cinder might say to her. "Don't over exert yourself. We don't need two team members out of commission." Emerald nodded, fully aware of what Cinder was telling her. Do not use your semblance. It was an obvious piece of advice, but it helped her focus on the task at hand. Fight the blonde, and assess her abilities in combat.

She stood in the arena, face to face with Yang Xiao Long, her guns slung along her hips. Her opponent readied her gauntlets, getting into a boxer's stance, staring back at her.

"You gonna get your guns out?" Yang asked, her voice brimming with joy. Emerald smiled in return, her hands dangling by her sides.

"Eventually." Emerald said. The match hadn't even begun and she already had Yang pegged as an egotist. Whether she had the skill to back it up was to be seen.

"Begin!" Goodwitch said. Immediately Yang drove forward with a hard punch to Emerald's face. Acting almost solely on reflex, Emerald back flipped away. Unfortunately, Yang fired a shot from her gauntlets to give her a quick speed boost, and was able to fire off a hard left to Emerald's stomach. Emerald was able to grab her left kama and made a frenetic series of swipes at Yang's torso. Yang made a quick set of back steps, surprised by how quickly her opponent was able to grab her weapon. Not ready to concede the offensive though, Yang rushed back in with a strong right. Emerald was ready this time, and she acted quickly.

Before Yang could realize what had happened, Emerald ducked under her punch, grabbing onto her forearm, and spun so that her back was to the blonde. By the time Yang understood her predicament, Emerald pulled hard, flooring her with an over the shoulder throw. The moment Yang's back hit the ground she was pissed off. She was not gonna lose. She owed it to herself, more importantly she owed it to Weiss. She surged to her feet, angry but humbled. If Emerald was going to counter her moves, she had no choice but to fall back on her defense. As well as her semblance. Emerald took a bit of joy in the blonde's new docile attitude, but quickly reminded herself to be wary of any defensive maneuvers she might try. With a quick flourish, she took her right gun from its holster, while reverting her kama to its gun form. With a slightly rushed walk, she fired several rounds at her opponent's legs. To her concern, the blonde barely moved, she avoided maybe one out of every five. Was she conserving energy? Was she really just a weak fighter? Why was she acting like this? Whatever the reason was, it was enough for Emerald to stop her barrage and switch both pistols into kamas. Whatever Yang was planning, hopefully her agility and speed would help her avoid the brunt of it.

Emerald rushed past Yang, her kamas sweeping along the blonde's side. Before Yang could turn around, Emerald rushed past her other side, this time only hitting her with one kama, her other hand testing something for a future tactic. Quickly adjusting her grip on her weapons, she went for another charge, but this time the blonde struck back. Her first punch missed, but she fired the gauntlet on her other hand, pivoting severely to backhand punch Emerald. The blow lifted her clear off her feet, and it was definitely a stronger punch than the one she'd taken before. She barely managed to land on her feet before she started dodging Yang's follow up attacks.

Emerald wasn't going to be able to attack with the flurry of punches heading her way, that was a given. Begrudgingly she turned one kama back into a pistol and holstered it, then she grabbed the ringlet at the base of her kama and pulled out a short length chain. With the ringlet in one hand, and the kama in her other hand, Emerald was ready to counter Yang. Working solely from reflex, she slammed the taut chain against whichever arm was attacking, blocking her opponent's punches outright, or when that wasn't possible, forcing them off course.

While this wasn't her intention, her defensive seemed to draw out Yang's anger and frustration. Her punches dropped in speed, no more was she throwing quick, painful jabs, but slower, devastating punches. She wanted to end this here and now, and Emerald was happy to oblige.

Emerald took the next punch that came at her and sent it veering off course, putting the blonde off-balance. As Yang tried to regain her footing, Emerald managed to get in several blows with her kama while rushing past her. Yang quickly recovered and fired a few shells to keep Emerald on her toes, then she rushed the green haired fighter. Using the chain on her kama to increase her range, she threw her kama at the blonde's midsection. The sudden blow halted her charge and gave Emerald an opportunity. Drawing out her other kama, she charged the blonde. She struck Yang with her blade, her foot crashing against the blonde's leg. Tensing up she launched herself, using her other leg to deliver a kick aimed at Yang's head. The kick connected beautifully, allowing her to change her leap into a back flip. When she landed she rushed Yang again, bringing her kamas in from both sides, and when she got close enough she jumped up to send a flying knee to Yang's chin. Mid-flight a hand made contact with her chest, and with minimal effort Yang drove her into the ground hard. From there she kept the girl pinned with one hand while the other fired off as many punches to the face as she could.

Emerald was panicked, she wasn't sure how much more of this she could take. Fortunately, Yang was too busy pummeling her face, and didn't realize Emerald had enough space to draw her legs up to her chest. When Yang wound her arm back, Emerald used all the strength in her legs to kick Yang off. The second she was free, Emerald scrambled to her feet and ran to the far side of the arena, desperate to put some much needed space between the two of them. She glanced at the arena screen, Yang was in the orange but Emerald was one hard punch away from losing. She decided to use her ace in the hole.

She reached into her side pouch, grabbing the spare round she stole from Yang, and waited for the blonde to charge. She glanced nervously up to the stands, hoping that Weiss wouldn't hate her for beating her teammate. Yang charged, as Emerald had expected, and she tossed the shell at her, readying her pistol for the final blow. As Yang saw one of her own rounds coming her way, she immediately came to a halt, but it was too late. Emerald fired, causing the round to go off inches from Yang's face, and she was floored immediately.

"Stop the fight!" Goodwitch shouted, alarmed by how severely Yang's aura had dropped. Emerald looked back to the screen and sure enough, the shot had not just dropped Yang into the red, but it had almost wiped out her aura completely. "Emerald Sustrai wins!" Emerald allowed herself a small grin as she made her way back to the stands. At least until Weiss and the rest of her team rushed down to help Yang. It took what remained of her energy to quell the jealousy she felt as she sat down next to Cinder.

"You did well." Cinder said. Her gentle voice filled Emerald with a quiet sense of accomplishment. "Just like I knew you would."

* * *

"I had her." Yang muttered. She was sitting on a bench in the arena locker room, her teammates huddled around her. Even though she didn't want to admit it, she was struggling to keep from passing out, let alone sit upright. Every time she started leaning to one side one of her teammates helped get her sit up.

"You put up a good fight, Yang." Ruby offered, calmly rubbing her back. "You'll get her next time, I'm sure of it."

"Ruby, go get her some ice." Blake said. Ruby nodded, and took off in a rush. "How are you feeling? Do you need anything?" Yang looked up at the ceiling, almost falling before Weiss caught her.

"I… I… juice." Yang murmured, her eyes loosing focus. She let out a quiet groan as she closed them. "Blake? You there?" She listened to the quiet around her. "Blake, I need you."

"She went to get juice." Weiss said. "Is there anything I can do?" She looked up, Weiss' angelic face fading in and out of focus in front of her. She didn't want to cry, not in front of her. "Hey, hey, hey. It's alright. Everything is alright." Weiss wrapped her arms around Yang's head, holding her close. She was so comfortable resting against Weiss' chest, she felt so safe.

"I don't… I… don't…" She looked up at Weiss. "I'm sorry. I wanted to win for you." She reached up, her fingertips brushing against Weiss' cheeks. "I wanted you to be proud of me." She may not have won, but hoping against hope, at least one part of her dream would come true. She gently brought Weiss' face down to her, her lips gently pressed against Yang's. Weiss was caught off guard, so concerned with making sure Yang was okay, that it took her a moment to realize what was happening, but when she did, she panicked and quickly backed away.

Her breath was coming in gasps more from surprise than anything, as she looked down at Yang. The blonde was looking up at her, a slight frown on her face, which as time went on, turned to a look of abject horror. Yang's face turned pale, her body trembling as she continued to realize what had just happened.

"I-I-I…" Yang sputtered, the fallout of her own actions having a sobering effect on the blonde. "I-I'm so sorry. I'm sorry." Yang made an attempt to move away, falling off of the bench in the process. "I didn't mean it. I'm so sorry." Tears were starting to falling down her cheeks. "I-I meant to… I meant to kiss your cheek. I swear, I wouldn't do that to you. Please-"

"Yang!" Weiss said, trying to cut off the spurt of apologies stemming from Yang's mouth. She looked down at Yang's fearful expression, and knew what had to be done. As obvious a lie as it had been, it would have to be a lie they both would live with. "It's okay. I promise, I'm not mad." It hurt her, deep inside, to see how easily such a simple fib calmed Yang's demeanor. She knelt down in front of Yang, her arms held out to her. "Do you need a hand?" Yang slowly nodded, tentatively taking her hands, and trying to stand up.

"Thanks, sorry I…" Yang muttered. She was barely able to look in at Weiss as she spoke. "Maybe… Maybe I should just head up to the dorm." She slowly let go of Weiss, her legs shaking, but managing to keep her upright. Weiss made an attempt to stay by her side, but Yang weakly waved her off. As Weiss stood by the bench, watching Yang slowly make her way out of room, she quietly sat down and brushed her fingers against her lips, reliving the experience over and over again.


End file.
